This follows an announcement on 11 December 2019 that DWF had reached a definitive agreement to acquire RCD, subject to the satisfaction of certain pre-conditions.
Now that the pre-conditions have been met, DWF has acquired full ownership of RCD from its equity partners for an Initial Consideration of €35.0m (£29.4m), of which €7.4m (£6.2m) was satisfied in cash and €27.6m (£23.2m) was satisfied by the issue of 19,525,927 new ordinary shares in DWF (the “Consideration Shares”). As agreed by the parties, 1,966,172 of the Consideration Shares have been issued to DWF's Employee Benefit Trust for the purpose of remunerating and incentivising employees of RCD.
The maximum potentially payable to the RCD sellers, including potential Contingent Consideration and Deferred Consideration if certain conditions are met, is €50.5m (£42.5m).
Application has been made for the Consideration Shares to be admitted to listing on the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange at 8.00 a.m. on Monday 23 December 2019.
Following the issue of the Consideration Shares, the Company's issued share capital consists of 319,525,927 ordinary shares with voting rights. There are no ordinary shares held in treasury. This figure may be used by shareholders (and others with notification obligations) as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, DWF under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
